Redeemable Convertible Preferred Stock and Stockholders' Deficit

6 Months Ended

Jul. 31, 2025

Stockholders' Equity Note [Abstract]

Redeemable Convertible Preferred Stock and Stockholders' Deficit

Note 8. Redeemable Convertible Preferred Stock and Stockholders’ Deficit

Series A Convertible Preferred Stock

On April 7, 2021, we entered into an investment agreement with a group of investors led by KKR & Co. Inc. (collectively “KKR”) relating to the issuance and sale of 500,000 shares of our Series A Convertible Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $500 million, or $1,000 per share.

There have been no changes to the terms and conditions of the Series A Preferred Stock during the six months ended July 31, 2025 from those disclosed in Item 8. Financial Statements and Supplementary Data in our Form 10-K for the year ended January 31, 2025.

During the six months ended July 31, 2025, we paid cash dividends to our Series A Preferred Stockholders in the amount of $7.5 million and as of July 31, 2025, we had accrued dividends of $1.3 million on the Series A Preferred Stock. Accrued dividends are recorded against additional paid-in capital due to Box being in an accumulated deficit position.

Share Repurchase Plan

Our Board of Directors has authorized a share repurchase plan to opportunistically repurchase shares of our outstanding Class A common stock in open market transactions and on March 4, 2025, we announced that our Board of Directors authorized the repurchase of an additional $150 million shares of our Class A common stock. We periodically enter into pre-set trading plans adopted in accordance with Rule 10b5-1 to effect repurchases under our share repurchase plan.

During the three months ended July 31, 2025, we repurchased 1.2 million shares at a weighted average price of $32.48 per share for a total amount of $40.2 million. During the six months ended July 31, 2025, we repurchased 2.8 million shares at a weighted

average price of $31.81 per share for a total amount of $89.8 million. As of July 31, 2025, $112.1 million remained available for additional repurchases.